Audit
The main purpose of the Audit Committee is to review and maintain oversight of Mitchells & Butlers' corporate governance, particularly with respect to financial reporting, internal control and risk management.
The Audit Committee's responsibilities also include:
- Reviewing the processes for detecting fraud, misconduct and internal control weaknesses;
- Reviewing the effectiveness of the Group Assurance function; and
- Overseeing the relationship with the external and internal auditors and other third-party advisers
Full details regarding the Committee, its role, matters considered by the Committee and its compliance with relevant governance provisions are available within the Audit Committee report 2024 (106KB).
Remuneration
The Committee’s terms of reference were reviewed and updated in 2019 to take account of the 2018 UK Corporate Governance Code.
The Committee’s main responsibilities include:
- Determining and making recommendations to the Board on the Company’s Executive remuneration policy and its cost;
- Taking account of all factors necessary when determining the remuneration policy, the objective of which is to ensure that the policy promotes the long-term success of the Company;
- Determining the individual remuneration packages of the Executive Directors and other senior Executives (including the Group General Counsel and Company Secretary and all direct reports to the Chief Executive) and, in discussion with the Executive Directors, the Company Chair;
- Having regard to the pay and employment conditions across the Company when setting the remuneration of individuals under the remit of the Committee; and
- Aligning Executive Directors’ interests with those of shareholders by providing the potential to earn significant rewards where significant shareholder value has been delivered.”
Full details regarding the work of this Committee are available within the Remuneration report 2024 (406KB).
Nomination
The Nomination Committee is responsible for nominating, for the approval of the Board, candidates for appointment to the Board. It is also responsible for succession planning for the Board and the Executive Committee and reviewing the output of the Board effectiveness review. In compliance with the disclosure requirements of provision 23 of the 2018 Code, there is an ongoing process of review of the make-up of the Board and for Board succession, which is carried out by the Nomination Committee and led by the Chair. The Nomination Committee engages external search agencies when required and ensures that all candidates are identified and assessed against pre-determined criteria. Gender balance is dealt with by the Nomination Committee on a regular basis and includes assessment of gender balance at senior management level. Full details are available within the Corporate governance statement 2024 (199KB).
Download the Terms of Reference for the Nomination CommitteeMarket Disclosure
The EU Market Abuse Regulation (MAR) which took effect in July 2016, brought about substantial changes relating to announcements of material information about the Company and its affairs, and relating to dealings in shares or other securities by Directors and other senior managers, including tighter controls on permitted "dealings" during closed periods and the handling of information relating to the Company. MAR requires companies to keep a list of people affected and the previous compliance regime and timeframe were enhanced.
As a result, a formal standing Committee of the Board was established, the Market Disclosure Committee, which comprises the Chairman, the Chief Executive, the Chief Financial Officer and an independent Non-Executive Director. Full details are included in the Corporate Governance Statement of the 2024 Annual Report (199KB).
Executive
The Executive Committee, which is chaired by the Chief Executive, consists of the Executive Directors and certain other senior executives.
The Executive Committee ordinarily meets on average, 12 times a year and has day-to-day responsibility for the running of the Group's business. It develops the Group's strategy and annual revenue and capital budgets for Board approval. It reviews and recommends to the Board any significant investment proposals. This Committee monitors the financial and operational performance of the Group and allocates resources within the budgets agreed by the Board. It considers employment issues, ensures the Group has an appropriate pool of talent and develops senior management workforce planning and succession plans.
A note of the actions agreed by, and the principal decisions of, the Executive Committee, is supplied to the Board for information in order that Board members can keep abreast of operational developments.
Property
The Property Committee reviews property transactions which have been reviewed and recommended by the Portfolio Development Committee, without the need for submission of transactions to the full Board. The Property Committee agrees to the overall strategic direction for the management of the Group's property portfolio on a regular basis and may decide that a particular transaction should be referred to the Board for consideration or approval.
Corporate Responsibility
The Corporate Responsibility Committee was established in June 2019 and its purpose is to allow more executive, leadership and functional management involvement in key areas of significant importance including environmental impacts of the group's activities, community relationships and the role of the company in society.
Download the Terms of Reference for the Corporate Responsibility CommitteePensions
The Pensions Committee was established by the Board to supervise and manage the Company's relationship with its various pension schemes and their trustees.
Other
In addition, there are general purposes, portfolio development and treasury committees. All of which are not formal committees of the Board.
